UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 28, 2014.
GREENHUNTER RESOURCES, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-33893 | | 20-4864036 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
1048 Texan Trail GRAPEVINE, TEXAS | | 76051 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (972) 410-1044
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 | Entry into a Material Definitive Agreement |
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On February 28, 2014, the Company closed a private placement (the “Offering”) consisting of $1,085,000 aggregate principal amount of the Company’s 15.0% Term Notes due one year from the date of issuance (the “Notes”) together with Warrants (the “Warrants”) to purchase up to 96,444 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”). Each Warrant entitles the holder to purchase one share of Common Stock at a price of $2.25 per share. These Warrants have an expiration date five years from the date of issuance. The Company anticipates it will close an additional $50,000 principal amount of the Notes together with an additional 4,444 Warrants on Friday, March 7, 2014. Therefore, the entire amount raised for this offering will be $1,135,000 and the Company will issue 100,888 Warrants.
The Notes will be senior unsecured obligations of the Company and each Note will rank equally in right of payment to all of the Company’s existing and future senior debt and senior in right of payment to all of its existing and future subordinated debt. The Company will pay accrued but unpaid interest on the Notes monthly on the first of each month of the term of the Notes. In addition, the Company may prepay the Notes in whole or in part at any time.
Northland Securities, Inc. acted as the placement agent for the offering.
The Company completed the transaction in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506 of Regulation D as promulgated by the United States Securities and Exchange Commission under the 1933 Act.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| | |
Exhibit
Number | | Exhibit Title |
| |
| 4.01 | | Form of Warrant between the Company and purchasers of securities, dated February 28, 2014 |
| |
| 10.1 | | Form of Note between the Company and purchasers of securities dated February 28, 2014 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | |
| | | | GREENHUNTER RESOURCES, INC. |
| | | |
| Date: March 6, 2014 | | | | By: | | /s/ Morgan F. Johnston |
| | | | Name: | | Morgan F. Johnston |
| | | | Title: | | Sr. VP, General Counsel and Secretary |
| | |
Exhibit
Number | | Exhibit Title |
| |
| 4.01 | | Form of Warrant between the Company and purchasers of securities, dated February 28, 2014 |
| |
| 10.1 | | Form of Note between the Company and purchasers of securities dated February 28, 2014 |
